SecProbe.io

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December 15, 2004

Mail Stop 0409

VIA U.S. MAIL AND FAX (847) 913-0385

Mr. Dan A. DeCanniere
Chief Financial Officer
Hewitt Associates, Inc.
100 Half Day Road
Lincolnshire, IL  60069

Re:	Hewitt Associates, Inc.
Form 10-K for the year ended September 30, 2004
File No. 001-31351

Dear Mr. DeCanniere:

      	We have reviewed your above referenced filings and have
the
following comments.  We have limited our review to Selected
Financial
Data, Management`s Discussion and Analysis and the Financial
Statements and will make no further review of your documents.  As
such, all persons who are responsible for the adequacy and
accuracy
of the disclosure are urged to be certain that they have included
all
information required pursuant to the Securities Exchange Act of
1934.

      Where indicated, we think you should revise your document in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates, page 22

1. Based upon you financial statements, it appears that costs,
assets, and liabilities related to areas such as pension plans and
income taxes are subject to significant judgment that could
materially impact the financial statements.  Please enhance your
discussion of critical accounting policies in future filings to
discuss all areas that are material in which there are significant
estimates or assumptions. Your disclosure should include how
estimates are determined, how assumptions may change, and what
impact
a change in assumptions may have on the financial statements.
Please
refer to SEC Release 33-8350 for additional guidance.

Financial Statements and Notes

Note 2, Summary of Significant Accounting Policies

Deferred Contract Costs and Deferred Contract Revenues, page 53

2. We note that your deferred contract costs exceed your deferred
contract revenues by $44.6 million at September 30, 2004.
Supplementally tell us, and disclose in future filings, how you
evaluate deferred contract costs for realizability.  In addition,
tell us whether you have an enforceable contractual arrangement
with
your customers and if you intend on enforcing these arrangements.

3. Supplementally tell us, and disclose in future filings, the
types
of direct implementation or "set up" costs you capitalize.  For
each
type of cost, tell us whether these costs are paid to third
parties
or if they are internal costs and why you consider each type of
cost
to be incremental.  Do you defer and account for these costs by
analogy to SFAS 91 or FTB 90-1?

Note 3, Transition to a Corporate Structure, page 58

4. In future filings, disclose the conversion rights associated
with
your Class B and Class C common stock.

Note 15, Related Party Transactions, pages 68-69

5. In future filings, include the disclosures required by
paragraph
16(d) of SFAS 13.  For example, disclose the significant terms of
your capital lease arrangements, including renewal or purchase
options, escalation clauses, obligations with respect to
refinancing
of the lessor`s debt, significant penalties, and the provisions of
any significant guarantees, such as residual value guarantees.
*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Josh Forgione, at (202) 824-5464, or Steven
Jacobs, at (202) 824-5222, if you have questions. Please respond
to
the comments included in this letter within ten business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.

							Sincerely,

Steven Jacobs
Senior Staff Accountant
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Hewitt Associates, Inc.
December 15, 2004
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